Love Never Dies
by starlingg12
Summary: [Sequel to 'Reality Can be a Terrifying Thing'] Time has passed since Lilith's death, but is she really gone? Same pairings as last story. R&R please!
1. Past Time

**Hello people! This story is a sequel to 'Reality Can be a Terrifying Thing'. Sorry that it kind of took me a while to begin this fanfic, but I had to basically come up with the plot for the story. Well, I really hope you enjoy this story!**

**Disclaimer: I do not own Ultimate Spider-Man**

**Danny's POV**

Chapter 1

_"Do not be misled by what you see around you, or be influenced by what you see. You live in a world which is a playground of illusion, full of false paths, false values and false ideals. But you are not part of that world."—Sai Baba_

6 months. It has been 6 long months since Lilith's passing and the team hasn't been the same since. Fury says that I'm like the glue that holds the team together, but after what happened 6 months ago, that glue isn't as strong as it's supposed to be… it's not as strong, but it's there. The team has changed. We were all dealing with a great amount of grief and because of that, we're all staying with Peter, like we did quite some time ago, in order to rekindle the strength of the team. Lilith wouldn't us to grieve the rest of our lives, I know because it was one of the last things she said to me. She wanted us to move on, and so respecting her wishes, we tried.

But we can't forget her. _I_ can't forget her.

It's about 4 months into the school year. I was currently in science class. Coulson was giving another lecture, but I wasn't listening. I was too caught up in the memories of the old team, the 6 of us. It doesn't happen often because you can't dwell on the past and I try my best not to, but for some reason, today, all of my memories seem to be coming back to me all at once.

The lunch bell rang and that seemed to snap me out of my thoughts. "—and don't forget about the test next week!" Coulson finished his lecture as everyone gathered their things.

"Hey, Danny?" I heard Coulson say as I was about to leave the classroom.

"Yeah?" I asked turning around.

"You're usually so focused, but today you seemed a little out of it. Is something wrong?"

"No, I'm fine. Just haven't been able to meditate lately."

I was about to leave but then Coulson decided to speak again. "You guys have been dealing with the situation pretty well, so at this rate, things will become normal again soon."

"I sure hope so." I said before heading towards my locker.

* * *

I slammed my locker door shut and headed towards the cafeteria. I quickly got my lunch, then spotted Peter, Ava, Luke, Sam, Mary Jane and Harry at our usual table. MJ and Harry don't know anything about what happened to Lilith. For all they know, she transferred to another school far away and that we broke up shortly afterwards.

Peter and Ava never did become a couple. I suppose it was going to happen, but after what happened 6 months ago, it never did. Losing her best friend really took its toll on Ava. I guess they just need more time.

I set my lunch tray down and slowly began to eat. Suddenly Peter looked alarmed. "Uh-" he said while looking at Mary Jane and Harry. Obviously whatever he was going to say couldn't be said in front of them. Perhaps it was his spider sense? "What is it Peter?" MJ asked.

"Well, uh- Duck!" he suddenly said. The wall behind us was blown to bits in a matter of seconds. Peter was able to get Mary Jane and Harry out of the way in time, while the others and I reacted fast enough and were able to get everyone else near the blast out of the way in time.

When the dust from the blast cleared, we could see who the attacker was; the Rhino. The 5 of us quickly met up behind a table that was turned on its side, our backs facing the villain. "Not that I'm complaining or anything, but why is he attacking the school?" Sam asked.

"Probably to go after Flash like the first time." Luke said.

"But his attacks aren't aimed directly at Flash." I said pointing out the fact that Flash was so obviously hiding behind a garbage can and the Rhino's attacks were all over the place.

"What I want to know is how Alex got his hands on some more of his 'medicines'." Peter said using is hands as quotations.

A table was suddenly flung right above our heads and it smashed into the wall in front of us. "We can figure that out later. Right now we need to stop him!" Ava said.

"We need a distraction so we can change into our costumes." I said.

"I have an idea." Peter said before he jumped over the table we were hiding behind and called out to the Rhino, "Hey! Over here!" he said while throwing a tray of food at him. That seemed to get his attention because as soon as Peter got his attention, the Rhino started chasing him.

We took the opportunity to quickly leave the room and change into our costumes. In just a short moment, we arrived back at the cafeteria and lead the Rhino away from Peter to allow him to change as well. "Hey Skull-brain, don't you have anything better to do than attacking high schools?" Power Man said before attacking from behind. The Rhino roared in reply.

"Uh, I think that's a 'no'." Nova said before he attacked from the air. Spider-Man was back in just a few seconds, he used his webs to fling a table at the villain. "Nova! Iron Fist! Get everyone out of the building before this guy starts rampaging all over the school!"

"On it Webbs." Nova said and I nodded. We headed towards a small group of teens who were a little too close to the battle.

It wasn't taking long to defeat the Rhino. Even though he seemed a little more aggressive this time, we were winning. Nova and I had managed to get everyone out of the building, and then we immediately joined the rest of our teammates.

The 5 of us were in the middle of the battle when I saw something out of the corner of my eye. It was quick, but it looked all too familiar. _It couldn't be… _I thought.

I left the battle without anyone noticing and followed what I thought I saw without thinking twice.

I ran through the cafeteria doors and turned left down the hallway. There were a million thoughts running through my head, but I ignored them all. I had to find out for sure.

The end of the hallway grew near. The person I was chasing came to a halt and slowly turned around… and that person _definitely _looked familiar- from her wavy light brown hair to her sparkling green eyes.

_"Lilith?!_" I exclaimed.

* * *

**What do you think of the sequel so far? If you don't like it, it'll get better... hopefully. There's always room for improvement. Review please!**


	2. Interrogation

**Thanks to everyone who reviewed! :)**

**Disclaimer: I do not own Ultimate Spider-man**

Chapter 2

_"We suffer primarily not from our vices or our weaknesses, but from our illusions. We are haunted, not by reality, but by those images we have put in their place."-Daniel J. Boorstin _

She looked a little startled. My heart ached. I was so confused. What was going on? How is—

My thoughts were interrupted by a loud crash coming from the cafeteria. I turned my head in the direction of the crash and instantly knew that I should be with my team. I turned back to face Lilith, but… she was gone.

_Was she even there? Or was my mind playing tricks on me because I miss her so much?_

I wanted to know for sure, but I didn't have time. I slowly backed away, looking once more at the place where I had seen 'Lilith', then hurried back to the cafeteria only to find the Rhino defeated.

"Ok, so what's your deal?" White Tiger asked him.

"He. Promised. More. Medicines." He managed to say. "What does _that_ mean?" Nova asked.

Before any of us could ask who _'he' _was, the SHIELD helicarrier arrived.

"Good work kids." Fury said approaching us. I had left the battle for a few moments, but thankfully, no one seemed to notice.

"As for the Rhino here," Fury continued, "we're going to turn him back to normal."

"Alright, so what now?" Power Man asked.

"Yeah, I mean, it's only lunch time. There's still half a day left of school." Tiger pointed out.

"Everyone else went home, so we probably should too!" Nova said pushing the suggestion of having the rest of the day off.

"Well there's obviously no way we're going to resume classes as usual until Monday…" Coulson said before thinking some things over.

"So you 5 will be spending the remainder of the afternoon doing some extra training." Fury said.

"What?! So we don't get the rest of the day off?" Spider-Man asked slightly outraged.

"No, you do. You'll just be spending the rest of it training." Fury said smugly.

Everyone groaned.

"Ugh! Now I have to make sure that this mess is taken care of." Coulson said already taking out his cellphone.

We all walked past a currently busy Coulson and boarded the helicarrier.

* * *

"Heads up!" Spider-Man called as he flung a web at a drone that was towering over Power Man from behind.

"Thanks Spidey," he responded before taking a metal rod and using it as a bo-staff against another oncoming drone.

"Kiyah!" I shouted using my iron fists to punch a drone in front of me and then turned to strike another from behind.

To my left, Nova was flying overhead and on my right, White Tiger was slashing her way through each drone.

I had to admit, the team was improving. It's been months and everyone seemed to be getting better in their own ways. Even now, with only 5 members, I think the team is pretty much just as strong as we were before. That's why Fury wanted us to train. We know just as well as him, how much Lilith's death had affected the team. Not just physically, but emotionally too. It may have taken some time, but we're almost back on track.

I never mentioned to the team that I saw Lilith earlier today. To be honest, I'm not even sure if it _was_ her. I saw her for only a mere second, but… I don't even know what to think. It happened so fast. But, it couldn't have been her. I was with her when she died. I was there! I'm so confused... Maybe I _should_ tell the team.

"Excellent job everyone," Coulson said walking in after drones stopped being sent in and we had destroyed the remaining ones.

"So, do we get to go home now?" Spider-Man asked anxiously.

"Soon." He responded. Spider-Man and Nova groaned.

"What else do you need us to do?" Power Man asked.

"We managed to turn the Rhino back into Alex O'hirn, but we need your help in finding out where he got more serums." He said.

"Wait, after we defeated him," Tiger said "he had said, 'He promised more medicines.'"

"So it's not where he got more serums—" I started.

"-It's who he got them from." Spider-Man finished.

"In the past, he got those serums from Doc Oc." Power Man pointed out.

"But we haven't seen him since…" Nova trailed off and we all looked down. I didn't bother saying much after that. He didn't have to finish his sentence; we all knew what he was going to say. The last time we saw Doc Oc was 6 months ago…

Coulson was the first to break the silence. "Spider-Man. Iron Fist. I want you 2 to talk to Alex. Find out who gave him those serums."

"Why do _we_ have to do it?" Spider-Man asked.

"Because," Coulson said "Alex is very stubborn and naïve. It would be easier and faster if you 2 spoke with him rather than our other SHILED agents."

"Yes sir." Spider-Man responded and I just nodded.

"Great, follow me." He said.

* * *

We followed Coulson to another sector of the helicarrier. We walked down a hallway where other villains were in high tech cells under SHIELD supervision. Electro gave a low growl at the sight of us and Mesmero snickered a bit. Others just ignored our presence.

"When you find out what you need to, report back to me and Fury in the command room immediately. The rest of your team will be waiting there." Coulson said.

Spider-Man and I nodded.

It didn't take long to reach Alex's temporary chamber.

"Now what?" he hissed when he saw us. He was no longer the Rhino and looked very annoyed to be here.

"Looks like someone's grumpy." Spider-Man teased. Alex shot him a dirty look.

"I'll leave you to it." Coulson said sternly to get Spider-Man to focus on our task before exiting the room.

"Can I leave now?" Alex asked annoyed.

"Not yet." I said.

"First, we need to ask you a few questions." Spider-Man said.

"What kind of questions?"

"For starters, where did you get more serums?" I asked.

"That's none of your business." He slumped.

"Do you want to leave or not?" Spider-Man asked with what seemed like an annoyed look being given from under his mask.

"Fine." Alex sighed caving, "I was walking home from school the other day when I heard someone call my name. _'Alexander O'hirn?'_ I heard someone call my name. I turned around and saw this girl standing behind a tree. She looked familiar, but I couldn't tell who she was because she was wearing sunglasses and a hoodie with the hood up, her hands were in her pocket. I asked her how she knew my name, but she didn't answer. Instead she pulled out a serum from her pocket and handed it to me, then said, _'Special delivery from Doctor Otto Octavius.'_ But after she handed it to me, I looked at it for a second and then she was... gone."

"Wait a minute," Spider-Man said, "so Doctor Octopus is behind this? Why?"

"Maybe he wanted to bring back The Sinister Six." I suggested.

"Don't think so." Alex said, "I was the only one he contacted."

"How do you know that you were the only one he contacted?" I asked and Alex just shrugged. "Didn't seem like he needed anyone else for the job."

"So what was the purpose of rampaging around the school?" I then asked.

"I didn't care. I was just told to do so and I'd be given more serums." He responded.

"Who promised?" Spider-Man asked.

"Doctor Octopus or the girl who handed you the serum?" I clarified.

"The girl promised in favour of Doctor Octavius." He said.

"Can you describe this girl?" Spider-Man asked.

"Not really. I couldn't see her face. But she _did _seem familiar. I just can't remember where I've seen her from. But she did seem to be about our age."

"So Doc Oc has a new assistant." I summed up.

"Or a henchman, uh, hench-_woman._" Spider-man said correcting himself.

"I answered your questions. Can I leave _now_?"

"Yeah, we're just going to have to talk to some people about this." Spider-Man told him.

"Argh! Just don't take too long! I still have a science project to finish." Alex complained as Spider-Man and I left the room. We just ignored his last comment as we headed towards the command room.

* * *

**So whaddya think? Don't worry, the next chapter is where drama ****_really _****starts :P Well, please review!**

**Btw, exams are coming up so updates might be a little slow for a little while, but, I shall try my best!**


	3. A visit from the past

**Well I finished my last exam today (phew!) so I decided to update! Hope you enjoy this chapter!**

**Disclaimer: I do not own Ultimate Spider-Man**

Chapter 3

"_Not knowing anything is the sweetest life." -Sophocles _

Spider-Man and I entered the command room. We usually came here for team meetings and to receive the necessary information for missions. We found the rest of the team sitting around the table with Fury and Coulson nearby awaiting our arrival.

"What were you able to find out?" Fury asked as soon as we walked in.

"So, it turns out," Spider-Man began, "Doc Oc is behind this and he's got a new assistant; a girl who seems to be about our age, but Alex couldn't identify her."

"She's the one who gave him the serum on behalf of Doctor Octopus. Alex was also promised more serums if he had completed his task." I added.

"So, could this girl be a villain we've already faced who chose to team up with Doc Oc?" White Tiger asked.

"Maybe." Fury said.

"Or could it be a new villain?" Power Man suggested.

"Doesn't matter," Coulson said, "if she's working with Doc Oc, then she's obviously considered a threat."

"Yes, and if she is a new villain, then we obviously don't know anything about her. If she has any powers, strengths, weaknesses; we're almost clueless. So, if what Alex says is true and you kids encounter her, you all must be very cautious." Fury warned.

"Yeah yeah yeah. New villain. Unknown to SHIELD. Be careful. Got it!" Nova said summing up what Fury had just told us. Obviously he was already getting bored.

"Were you able to find out anything else?" Fury asked us after giving Nova a look in which he shrugged in response as if saying, 'What?'

We then went on further explaining Alex's story in detail and no one asked questions until we finished speaking.

"So why did Alex want more serums anyway?" Tiger asked.

"He didn't say." I said.

"Probably to get even some kids from school, to help himself to become stronger, become more popular, I don't know. But does it really matter?" Spider-Man asked. "I mean, its Alex, Alex O'hirn. Whatever his reasons were, it was probably just to help himself."

Everyone had to agree with that statement.

I came to the conclusion that I wouldn't tell the team what happened back at the school. Hearing something like that would be hard to believe, so would they even believe me? Even if they would, I'm not completely convinced myself that it _was_ Lilith in whom I saw. It could've just been an illusion. What if Doc Oc is trying to use Lilith's death against us, trying to get an advantage? Or what if it's all in my head and Lilith was never even there? I miss her more than anyone would ever know, but… Ugh, so many _'what if'_ questions. I'm usually not this paranoid… it would really help if I was able to meditate right now.

"So what are we going to do about Doc Oc?" White Tiger asked the group snapping me out of my thoughts.

"SHIELD's going to keep a constant lookout for him." Coulson said "We need to find out what he's up to."

"Recruiting Alex to rampage around Midtown High couldn't have been just for fun. Especially since we know he has a new assistant to help carry out his plans." Fury said.

"We'll let you know if we find anything." Coulson added.

* * *

Fury and Coulson had spoken for a few more minutes afterwards, but no one really seemed to be paying attention. Shortly after the matters discussed in the command room, we all decided to head back to Peter's. But of course, before we arrived, we had changed from our costumes into our casual wear.

"So what do we do now?" Luke asked as we all gathered into the kitchen. Aunt May had gone grocery shopping, so we had the house to ourselves. "I mean, what are we supposed to do while we wait for SHIELD to track down Doc Oc?"

"C'mon dude. It's Friday, school's over, the weekend pretty much starts now. Time to kick back and relax!" Sam said as he made his way to the living room, probably sitting on the sofa, putting his feet up on the coffee table and grabbing the remote to flip through channels. Sam found it quite easy to make himself feel at home in just a short period of time.

"I think he's right." I said.

"Yeah, Luke. SHIELD will contact us once they find him. But until then… I can SO kick your butt at video games." Peter taunted before joining Sam in the living room.

"Oh, no way can you beat ME!" Luke said already in the living room and grabbing a controller from a smug Peter before starting the game.

"Winner verses me!" I called as I joined them.

"Hey, and what about _me?!_" Sam asked pretending to be hurt.

Ava rolled her eyes at us, but watched us play nevertheless.

* * *

"Ha! I told you I would win!" Luke said cheering himself on as he had just won the game.

"You only won cause you cheated!" Peter accused.

"Dude, you lost during the first round!"

"Yeah, cause you cheated!"

Ava, once again, rolled her eyes. Sam was sitting in the corner still mumbling and sulking over his earlier defeat. I had almost won, but lost during the final round. I was currently meditating on the couch, also what I did in between rounds.

"Danny, wasn't Luke cheating?" Peter looked at me for support.

"Sorry dude, I don't think he was." I responded opening my eyes.

"Peter, stop being so stubborn, you obviously lost. It's just a video game. Get over it." Ava said annoyed and Peter pouted.

Our transmitters started beeping.

"We found Doc Oc," Fury said as we answered our transmitters, "Report to helicarrier for mission assignment."

* * *

The team and I had swiftly changed into our costumes and headed back to the helicarrier command room. Doc Oc was soon located in an abandoned warehouse at the docks and that's where we currently were; standing outside the warehouse.

"So this is Doc Oc's new hideout?" Nova asked as Power Man and I pushed open the doors. "Kind of a downgrade if you ask me."

"Yeah, what ever happened to the high tech lab?" White Tiger asked as we all stepped inside to take a look around.

Nothing seemed out of the ordinary. High walls surrounded the area with a small window that was placed on the upper side of the left wall, letting in what was left of the setting sun. Cobwebs hung from the ceiling as several box crates littered the floor. A thin layer of dust over the crates and walls indicated that this warehouse really was abandoned and hadn't been used in a while. Other than the small window letting in a small amount of light, the warehouse was dimly lit, which made it hard to see; so Nova and I had to use our powers as a flashlight.

"Did we get the wrong address or something?" Power Man asked.

"No. This is exactly where Fury told us to go." Tiger said, but she was also growing confused.

Spider-Man shuddered, "This place gives me the creeps. Can we go and just tell Fury that we didn't find anything?"

"We just got here," I pointed out, "We should at least look around a bit."

He hunched over and started to turn to search in the opposite direction when something in the shadows seemed to catch both of our attention and cause us to stiffen.

"Uh, did anyone else see that?" he asked allowing a little bit of fear into his voice.

"What was that?" I asked.

"What was what." Tiger asked coming up to us from behind.

"Yeah, I didn't see anything." Nova said.

"Me neither." Power Man said, him and Nova joining us.

We saw it again. It was a dark shadowy figure lurking in the shadows, it was too dark to figure out who or what it was, but the figure was too small to be Doc Oc. This time, we all noticed the figure and turned around in the direction in which we saw it.

"Okay, so now I see it." Nova said. The figure had quickly moved behind a crate.

"Nova! Iron Fist! Shine some light!" Spider-Man ordered. We used our powers to illuminate the area of where the figure was seen standing, allowing it… or _her_, to come into view.

The figure was a girl who looked to be just 3 inches shorter than me. Her costume resembled a female ninja, but we couldn't see her face as she was wearing a mask.

"So I'm just going to go out on a limb here and say, you must be Doc Oc's new assistant." Spider-Man said to the girl.

The girl smirked from under her mask and then attacked.

She was fast; throwing several punches and kicks keeping all of us on our toes, not knowing where she'll strike next. She knew she couldn't take all 5 of us and used the shadows to her advantage, striking at any given moment.

"1 against 5 and she might win?!" Power Man asked outraged, "So not gonna happen."

The girl was about to attack Nova from behind, but Power Man had his back and struck her to the ground before she could cause any damage. He was about to strike again, but she was quick to move out of the way and get back on her feet, allowing Power Man to miss and strike the ground instead.

Spider-Man flung a few webs at her, but she easily dodged them by swiftly jumping on a crate and using it as a boost to land a direct hit on Spider-Man.

"Oof." Spider-Man fell to the ground. You wouldn't have time to blink as White Tiger had come up from behind also attempting to strike the girl down. The girl easily dodged Tiger's first few attacks, but her foot nearly slipped and White Tiger was able to land a direct hit, but Tiger was soon kicked down as the mystery girl got to her feet.

I took the opportunity to throw my iron fist as she had her back towards me, but she easily side stepped out of the way. Unfortunately for her, I had my other fist ready and was able to land a hit. She staggered back. I caught a sight of Nova out of the corner of my eye and charged after the girl attempting to distract her. My plan was working because as all of her focus came out of avoiding my attacks, she was completely oblivious to Nova striking from the air. But she wasn't down yet. Just as Nova had blasted her, I attacked once more, this time landing a hit and knocking her once again to the ground.

She landed in the only light of the warehouse provided by the small window above. I hadn't realized it before, but at some point after getting struck by Nova, her mask came off. I couldn't see her face because her head was down, face covered by her hair. Spider-Man came up on one side of me, while Nova landed on the other.

"Ok, so who are you?" Spider-Man demanded already beginning to surround her.

The girl looked up and smirked.

_Lilith?!_

"Not who you were expecting, huh?"

* * *

**Cliffhanger! Let me know what you thought of this chapter in your reviews :)**

**Btw, I do own my OC Lilith ;)**


	4. Things Change

**Well I think this is where things begin to get interesting.**

**Just wanna give a shoutout to Day. Your reviews mean a lot to me and really encourages me to finish this story. Thank you :)**

**Disclaimer: I own nothing... except for my OC Lilith**

Chapter 4

_"All that we see or seem is but a dream within a dream."-Edgar Allan Poe_

The tension in the room was rising rapidly. It seemed like everyone in the room wanted to say something, but was at a loss for words. There was no doubt in all of our minds that this was the real Lilith. Our Lilith. _My _Lilith.

Though she looked a little different. Other than her ninja outfit, her wavy light brown hair was pulled back into a high ponytail, bangs swept to the left. I also noticed a single green highlight that matched her eyes.

I was the first one to find my voice again.

"L-Lilith?" My voice shook.

"Surprised to see me?" she asked the group nonchalantly.

"Ho-how can this be?" White Tiger asked utterly shocked.

"…Are you even _Lilith_?" Nova asked.

She sighed a bit annoyed. "Who else do you know looks exactly like me, Nova?"

Something was off.

"This isn't possible." Power Man said obviously not believing what was happening.

She had a different kind of look in her eye.

"But-but you… _died_." Spider-Man said.

"Then why am I here?" She smirked. "Enough talk."

Before I could speak, she attacked. But instead of using her skills, she used her powers this time. Energy blasts shot out at all of us and we did our best to dodge each attack.

"Lilith, what are you-?" I started.

"And I don't go by _Lilith_ anymore; just continue to call me, _Jade_." An energy blast was aimed in my direction, but I managed to dodge it in time.

"Lilith! What's going on?" Spider-Man said, "We don't want to hurt you!"

"Like I said, I'm no longer known as _Lilith_!" She aimed her next attack at Spider-Man who was barely able to dodge it in time.

"Wait…" Power Man said, a thought suddenly seemed to occur to him, "_you're_ not Doc Oc's new assistant, are you?" he asked as if dreading the answer.

Lilith didn't answer, she just smiled. But not her warm beautiful smiles that I had easily grown to love every time she gave them, no, this smile was cold, evil and overall, diabolical. This was _not_ the Lilith we knew 6 months ago.

"Why are you here?" Spider-Man asked.

"You can't keep secrets forever."

_What is she talking abo-?_

At that moment she threw her energy blasts around us, creating a dusty field and blocking our see of view for a few moments.

When the dust cleared, Lilith was gone.

888

No one had thrown a single hit after discovering Lilith. None of us had _wanted_ to fight; too shocked and confused as to what was happening. Not to mention we didn't want to hurt a friend in whom we thought was dead! None of this seemed to make any sense at the moment.

After our 'encounter', we hurried back to the helicarrier to tell Fury what had happened. We needed answers. _Now._

We each entered the Ops and took off our masks.

"I assume your mission was —"

"Fury, Doc Oc wasn't the one at the warehouse. It was… Lilith…" Ava explained urgently, not allowing Fury to finish his sentence.

"What?" he seemed shocked and the rest of us explained further.

He just stood there, wide eyed, for a moment. Then, a look of disbelief appeared on his face. "Are you kids sure it was really—"

"Yes." I answered his question before he could finish. "There's no doubt that was Lilith. But she doesn't seem like…her."

"What do you mean?" he asked.

Peter told him everything we learned about Lilith today. After Peter finished talking, Fury pondered a thought with all seriousness on his face.

After a moment, he spoke. "It is possible that Lilith could… be working for Doc Oc." He finished slowly.

"No!" I said before anyone even had time to think about what he had just said, "Lilith was a hero, but not just a hero, she was our friend and she would never switch sides!"

Peter looked like he was about to comment but Sam beat him to it. "Ok, before we jump to conclusions, can we first figure out how she's even _alive?!_ I mean, we all know what happened 6 months ago! So how is she even…?" he trailed off.

"I can't believe I'm saying this," Peter started, "but Sam's right." Sam looked smug. "We need to figure out what exactly happened 6 months ago, because none of this is making sense right now."

"Would SHIELD know anything about this?" Ava asked.

"No, this is in fact news. So we don't know any more than you kids." Fury responded. "But SHIELD will start working on this right away."

"So where do you suggest we start looking for answers?" Luke asked next.

"Oh no, I don't think you kids should be put on this mission. Because you 6 were once so close, it could only jeopardize this new mission when, or if, one of you makes an irrational decision."

_'You __**6**__'… It seems like forever since I last heard Fury say that._

"With all due respect sir," I began, "Lilith's our friend, our teammate. We can't just let this go. It was us who encountered her and discovered her sudden return. We know her better than anyone. Therefore, I believe that we each have a right to be put on this mission."

My friends looked ready to support my statement, but Fury held up a hand to stop anyone from opening their mouths to speak as he began to ponder yet another thought.

It only took about a minute before he sighed. "Fine. I'll put you kids on the mission." We all gave a small look of gratitude. "But on one condition;" Our looks of gratitude faded as we braced ourselves for what was next to be said. "_If _Lilith is working for Doc Oc, chances are she's no longer on our side… and you must consider her a threat." Time seemed to have slowed down as his words began to sink in. "Understood?"

At first, no one said or did anything, just broke eye contact with him. "I can't let any of you on this mission until I know that you understand this concept." Fury said sternly.

It took another moment before everyone, except me, returned eye contact and slowly nodded their heads. Only after, when Fury looked directly at me, did I slowly begin to nod my head as well, still not making eye contact.

* * *

**Aaaaand what did you think? Review to give me ideas on how to improve this story!**


	5. The battle

**Sorry for the late update! School's been really stressing me out recently and because of that, I haven't had too much time to work on fanfiction. Oh how I hate high school.**

**Well on another note, please enjoy this chapter!**

**Disclaimer: I do not own Ultimate Spider-Man, just my OC Lilith Walker**

Chapter 5

_"No matter how hard we try to stop it, evil will always exist in the world." -Anon_

"DANNY!"

I opened my eyes from my suddenly interrupted meditation. I could sense urgency in the voice that called my name, so I stood up and hurried out of Peter's room and into the living room to find Sam, Luke and Ava already there.

Ava was sitting on the couch, Sam stood beside the couch and Luke was crouched by the DVD rack. Peter was nowhere in sight.

"What's going on?!" I asked immediately upon entering the room.

"Well, we were all going to watch a movie, but you're not in your seat." Sam said and I gave him a rather annoyed look, but nonetheless sat down on the floor from the opposite side of the couch from Ava.

"How about this one?" Luke asked tossing a DVD in Sam's direction.

He caught it and skimmed the title. "Ooh, yes, let's watch this one!"

"Told you I could pick a good movie." Luke said before sitting next to me on the floor.

Sam popped the DVD into the player and was about to start the movie when I asked where Peter was.

"Oh right." Sam cleared his throat, "PET—!" Sam didn't get to finish calling Peter's name before Ava was up out of her seat and covering Sam's mouth to stop him from shouting again.

"Shut. Up." She said through gritted teeth before reclaiming her spot on the couch.

"Well someone seems grumpy." He mumbled. Unfortunately for Sam, Ava heard that and was about to punch him in the arm when Peter walked into the room carrying 2 large bowls of popcorn, a bag of chips and several candies.

"Yay gimmie!" Sam said excitedly grabbing a bowl of popcorn and a box of candy from him, practically drooling over it.

"Aunt May just called. Her bowling tournament is running a little longer than she expected so she'll be home later than usual." Peter said.

"Aunt May bowls?" Sam asked almost inaudibly as he had completely stuffed his mouth with popcorn.

Peter held back a laugh at the sight of this, "Yeah, every Thursday she goes bowling."

"Oh yeah…"

Peter tossed me a box of candy. "Thanks" I said as I caught it to which Peter nodded. Then, Luke hungrily snatched the other large popcorn bowl from him.

"You guys are like wild animals." He mumbled as he sat next to Ava on the couch. I couldn't help but snicker at that comment.

Ava then opened the bag of chips which made a bit of noise. "Shh!" Sam shouted just above a whisper, "It's starting!"

"Sorry." Ava mumbled unapologetically.

* * *

_Beep! Beep! Beep!_

The movie was almost at its ending scene when our transmitters went off.

Peter paused the movie. "Really? Now?! But this is the best part!" Sam complained, but everyone ignored him.

"What is it Fu—" I began as we all answered our transmitters, but Fury cut me off.

_"We found her."_ He said. Silence was quick to fill the room. _"I'll send you the coordinates. Get there fast."_

"Yes sir." We all managed to say.

_"Fury out."_

Another _'beep'_ came from our transmitters seconds later, indicating that we had just received the location.

"Well, you heard him." Peter said "Let's suit up."

* * *

The location given was a mile east of the city and about 50 feet below the Earth's surface. Obeying Fury's orders we arrived as quickly as possible. Getting underground and wandering through dark tunnels, lit up by Nova and myself, trying to find the exact location.

In 10 minutes flat we discovered a large cavern. The room was large and looked untouched. It seemed to be illuminated by a light source coming from several turquoise crystals which visibly scattered the walls and ceiling of the cavern. The illuminated crystals made the cavern look to be almost sparkling.

"Whoa" Tiger said.

Our minds were distracted by the scene, which made it easier for someone to sneak up on us and throw energy blasts that were aimed directly at us. But if it wasn't for Spider-Man's spider sense, we wouldn't have been able to dodge the attacks in time.

We turned to face our attacker.

"What took you guys so long?" Lilith asked mockingly. "I was starting to get bored."

Her hair was still in a high ponytail and the single green highlight was still intact from the last time we saw her, but instead of the ninja outfit, Lilith wore her old 'Jade' costume.

"Lilith, listen, we—" Spider-Man began.

"Well well well. So we meet again, Spider-Man. Or should I say, _Peter Parker_." Everyone had shockingly horrified looks on their faces. We recognized the voice and turned our heads to the right to face the person who spoke. A figure emerged from the shadows.

_Doc Oc_

Spider-Man opened his mouth to speak, but Doc Oc beat him to it.

"Oh my new assistant here," he began, gesturing to Lilith, "told me everything I needed to know." He smiled evilly. "Peter Parker, Ava Ayala, Sam Alexander, Luke Cage and Daniel Rand."

He looked at each of us as he said our names. But when he looked at me, he cracked a small, but still visible, dark smile.

First he takes away the girl I loved, who was also a valuable member to the team and now he knows our secret identities. Doc Oc already had the upper hand, but now he has the knowledge to take us down in more ways than one.

"So you really are working for Doc Oc?" Nova asked not wanting to believe the already obvious answer.

"So what if I am?" She saw our horrified expressions and continued, "Switched sides. Got tired of being a goody goody like the rest of you. It's way more fun to be a villain."

"But you're not evil," I said. "You're not a villain, you're not like him. You're Lilith Walker. You're a hero. You always have been."

She smirked. "The Lilith you once knew is gone."

"Enough talk, Jade," Doc Oc said disenabling me to speak, "Attack them!"

She obeyed almost immediately, doing a few flips in the air before throwing energy blasts.

Like before, we managed to dodge, but unlike any other villain, we didn't want to hurt her… but we still had to defend ourselves.

"Lilith, we don't want to fight you!" Tiger tried to reason with her.

"Good. That makes my job that much easier." She said doing a quick flip so she was directly behind White Tiger and quickly throwing a roundhouse kick. ut White Tiger was faster than that and blocked the attack.

"I'm sorry Lilith." Tiger said before Lilith was abruptly struck to the ground, but the power Tiger used to deliver that strike was cut in half from what it should've been if she hadn't held back. Lilith recovered quickly and did a flip in the air so she was, again, suddenly standing behind Tiger. Lilith shoved her, causing Tiger to stagger forward. She was about to attack once again when Nova intervened.

Nova flew around Lilith in fast circles attempting to make her dizzy before he drew an attack of his own. He was fast, making himself look like only a blur. Just as his plan was beginning to work, with of a shake of her head, Lilith snapped out of it and being as smart as she was, was able to land a direct hit. Nova was quick on his feet and almost immediately after, released a pulse of energy—again, with half of the amount of power he normally used. Not expecting his fast recovery, Lilith was pushed back into the wall. Also making an unexpected fast recovery, an energy blast was thrown at Nova's feet causing him to fall flat on his face.

Spider-Man was next. When Lilith's back was towards him, he attempted to use his webs like rope, tying her up. The plan quickly failed when her energy blasts so easily cut through them.

Lilith stared at Spider-Man's surprised expression and smiled. "The serum enhanced my powers, allowing me to cut through your webs so easily, _Peter._"

While Spider-Man had Lilith's attention, I tried to go after Doc Oc, but Lilith's quick reflexes prevented that by ditching her battle with Spider-Man allowing an energy blast to block my path, her landing in almost the same spot shortly afterwards. She used her skills, delivering a powerful kick to my face; I blocked it with a rising block just in time, but almost didn't see her fist, ready to strike.

"Lilith, stop, we're you're friends!" I tried.

"Friends? Please, that's all in the past! And it's not right to dwell on the past, now is it, _Danny_?"

She struck me and I staggered back a little, looking up to see that Power Man had just intercepted the battle. He was the one Lilith was now attacking.

As Nova tried to help Power Man, Lilith's attention wasn't being given to me anymore, so I again tried to go after Doc Oc, who was watching the battle from his place in the shadows and didn't see me in time to prevent an iron fist hitting him right in the solar plexus.

"What did you do to her?!" I demanded an answer.

"Simple." Doc Oc smirked. "I turned her evil. I turned her into something she never would've become on her own."

"That isn't the Lilith we used to know out there, is it? The serum you injected in her, it's changing the way she thinks and acts, who she is!" I said as anger rose in my voice.

A smirk appeared on his face and something abruptly clicked in my head, "Back at the high school, you _wanted_ me to see Lilith. You _wanted _us to know that she was still alive. Didn't you?"

"Now why would I want that?" Doc Oc asked nonchalantly. The next thing I knew, 2 of his 4 mechanical arms came down and made direct contact with me. Striking me to where my teammates were.

I got up with a headache, as one of his mechanical arms had struck me hard on the head. I looked to my left to see Power Man getting back on his feet and clutching his side. Obviously he had been knocked down by Lilith.

I looked to my right just in time to see Spider-Man getting openly hit with an energy blast that he could've so easily dodged.

White Tiger rushed to his side seeing that a lot of power had been put into that final blast.

If I looked a little further to my right, I would see Nova, leaning against a crystal for support as he slowly got up from the ground.

As I stood up my head began to throb, but I fought through the pain and began making my way towards Lilith.

She saw me and was about to knock my feet from under me when Doc Oc intervened. "You can finish them off another time, Jade. But for now, it's time leave."

"Pity." She said standing at his side.

He pulled out a remote with several buttons on it and pressed a blinking red one. Lilith and Doc Oc disappeared and just as they did, the entire cavern began to shake and cave in.

"We need to get out of here!" Spider-Man instructed as White Tiger helped him to his feet. "Now!" he said as the cavern already started to cave.

White Tiger helped Spider-Man while Power Man and I managed to help Nova escape the cavern before it completely collapsed.

We barely made it out safely and just as we did, the SHIELD tricarrier was landing several feet from where we were standing.

* * *

**Ooh, things just got intense. I promise the next chapter won't take as long as this one did. Please review!**


	6. Explanation

**Hey guys! So I guess this is the chapter where most things get explained (hence the name of the chapter). So please enjoy!**

**Disclaimer: I own my OC Lilith but nothing else, I swear**

Chapter 6

_"You must be the change you wish to see in the world." –Mahatma Gandhi _

_"You're leaving?! Bu-but why?"_

_"My mom just got a job transfer." She said sadly looking down at the ground._

_"So… I'm guessing this is permanent? You're not coming back?" I asked, allowing sadness to quickly fill my voice._

_She nodded._

_I tried to speak, but choked on my words. Instead we simultaneously walked over to the swings and slowly started swinging back and forth._

_We just sat there for a few moments, swinging in silence, not knowing what to say. "Why does this have to happen?!" She suddenly blurted. She halted her swing and as she spoke I followed suit. "I mean, what about school? What about you and all of my other friends? I can't just leave!"_

_"Lilith—"_

_"Tonight, Danny! I'm leaving tonight! Why didn't my mom tell me sooner? I won't have any time to say goodbye to any of my other friends. And-and you're my best friend… I can't just leave. What if I never see you again?" Tears began to fill her eyes._

_"I'm sure your mom has her reasons. And don't worry, cause we'll meet again."_

_"How can you be so sure?"_

_"Because we're friends. And if we really are friends, then one day we'll get to see each other again." I smiled a sad smile._

_"Maybe goodbye won't be the end." Lilith said trying to reassure both me and herself. She smiled back._

* * *

Lilith and I were both 10 years old when she had to move away. That day, we had to say goodbye, and even though we were just kids, I still felt a small pain in my chest. I didn't just have a schoolboy crush on her, she was my best friend. I couldn't believe that she was leaving.

When we both joined SHIELD, I could hardly believe it. We _did _reunite and we became closer than ever-Although, I always did have faith that we would. Seeing Lilith again after so many years became one of the happiest and most memorable days of my life. I wish I could go back to those happier days, when we were dating and she was fighting alongside us rather than against us… instead of knowing what was yet to come.

Fury led us inside the tricarrier and only seconds later did it take off to the sky. The team and I got our minor injuries looked at and taken care of.

Peter was suddenly aware that Doc Oc knew who we were, who _he _was. Meaning that he probably knows about, and might try to harm, Aunt May. We got back to Peter's to check on Aunt May almost immediately upon realizing this.

"Aunt May, is everything alright?!" Peter quickly asked as the 5 of us rushed in the doors.

"What are you talking about Peter? I'm fine!" Aunt May smiled before pausing for a moment, "You 5 look like you just saw a ghost."

We all exchanged glances.

"We didn't see a ghost, Aunt May; we just… thought we saw an old friend tonight." Peter replied sadly and we all shared the same saddened expressions on our faces.

"Is that what you guys were doing tonight? When I got home the TV was still on."

"Sorry about that." Sam said, "Guess I forgot to turn it off before we left."

"So, uh, how was bowling night?" Peter asked.

"Wonderful! We won!" Aunt May cried happily.

"Congrats!" Ava said giving a small smile.

The 5 of us finished watching the movie after a tired Aunt May retired to bed about a half hour after we got back. But none of us were able to enjoy it. I don't even think any of us were even paying much attention to the movie; too caught up in thinking about the events of tonight's battle.

Hours later when everyone in the house was fast asleep, a sudden 'beeping' awakened me and I immediately sat up. Like the last time the team and I had to stay at Peter's, I slept on Peter's floor. His transmitter had gone off too because a second 'beeping' could be heard in the room and he slowly sat up as well. We both rubbed our tired eyes and answered our transmitters.

_"Report to helicarrier command room." _We heard Fury say through the transmitter.

"But I don't think we should leave Aunt May. I mean, Doc Oc knows—"

_"Way ahead of you, Parker. We've doubled the house's security and are keeping a constant eye on your Aunt. She'll be safe."_

Peter nodded, "We're on our way."

* * *

The team and I arrived at the helicarrier command room, awaiting Fury's presence. A tense silence filled the air. We never got to explain to Fury everything that happened during the battle, we had just hurried over to Peter's to make sure Aunt May was okay and that was it. If Fury wanted to talk to us about the battle, why did he wait several hours later to do so?

Heck, the team didn't even discuss it ourselves. None of us _wanted_ to begin a conversation about it… but White Tiger finally chose to begin that conversation at this very moment.

"What are we going to do now?"

"You've got me there." Spider-Man said slumping in his chair.

"Well we have to do something! I mean, this is Lilith we're talking about here." She said.

"Are you sure?" Power Man asked, "Cause the Lilith I knew wouldn't be evil and working for Doc Oc."

"Guys," Spider-Man warned.

"So you don't think we should do anything?!" Tiger asked, her voice beginning to rise. Spider-Man put a hand on her shoulder and it seemed to keep her calm.

"Dude," Nova commented.

"I'm not saying that at all. I'm saying what _can _we do? We don't even fully understand how all this happened, so what do you expect usto do to solve this problem?!"

"Whatever it takes." I intervened "Lilith would've done the same for any of us. Why shouldn't we do the same for her?"

The looks on everyone's face told me that they knew I was right.

"I agree with Iron Fist." Spider-Man spoke and White Tiger had a satisfied look knowing that we were going to do something.

"So where do we start?" Power Man asked.

As if on cue, Nick Fury walked in the room.

"I didn't get to talk much to you guys earlier, but I'm glad to see that you're all okay. Considering that the tunnels caved in, things must have gotten a little chaotic down there."

"Yeah, _'a little'_." Spider-Man huffed sarcastically. Fury ignored him.

"Well, you were right Fury." Nova said "Lilith _is _evil and she _is _working for Doc Oc."

"And did you all do what you promised? Did you consider her a threat?"

We all nodded after a moment's hesitation, avoiding eye contact.

"Look kids, the only reason why I wanted you to consider her a threat was because we don't know how dangerous she is yet. She knows each of you so well. It's only a matter of time before she uses that to her advantage."

As much as I hated to admit it… I knew Fury was right. Lilith's not Lilith anymore and she knows each of us more than anyone else outside our team; our strengths, our weaknesses, our flaws. But I'm _not _giving up on her. Never. There must be a way to figure everything out and get the old Lilith back.

"Would there be any way to bring her back to her normal self?" I asked.

Fury seemed to hesitate for a moment. "There's something I need to tell you kids." He said.

Fury walked towards the exit and motioned for us to follow him. We turned right after exiting the room, and then walked down the corridor to the elevators. We passed a few other SHIELD agents on our way there. None paid too much attention to us, just nodded their heads in respect to Fury and continued on with whatever work they had to do.

Once we reached the elevators, we went down a couple floors only to find ourselves in the SHIELD experimental lab.

"What are we doing here, Fury?" Tiger asked.

"Just follow me."

"Isn't that what we're already doing?" Nova mumbled to Spider-Man.

"I heard that." Fury said without turning around to face him. Nova immediately straightened up and kept his lips tightly together to prevent himself from saying anything else.

We soon reached a regular sized lab bench. There were a few different coloured chemicals and beakers littering the bench, but other than that it was kept in a pretty neat condition. Without speaking, Fury pushed a small red button on the side of the bench. A small circular section of the surface of the bench was removed, like a little secret door, and a sealed test tube filled with a light blue liquid emerged.

Fury picked it up. "What is that?" I asked.

"This…" he replied, "Was the antidote that would've cured Lilith months ago. It was completed… a week after her supposed death."

Shocked glances filled the room.

"S-so, if her symptoms didn't start early and if she really did have 3 weeks left to live—"

"—Then we could've saved her." Spider-Man finished for Tiger.

"Why didn't we know about this sooner?" I asked.

"We thought it'd be best if you kids didn't know so you wouldn't fill your heads with 'what if' questions or begin to blame yourselves." I guess he did have a point.

"So why are you telling us about it now?" Power Man asked.

As if out of nowhere, Dr. Curtis Conners walked in. "Because we believe that by making a few alterations, it can bring Lilith back to her old self. It was designed for the same serum injected in her, but when we were completing it, she wasn't yet fully evil, which is the reason why we only need to make a few adjustments."

"Okay," Nova began, "But why did you call us in _hours_ after the battle to explain all this?"

"Wait a minute… and how do we know for sure that it was the serum that turned her evil?" Power Man added.

"Because we did a DNA test on Lilith and got the analysis results only minutes before we contacted you guys. It took a few hours to get the full results." Fury said answering their questions.

"Wait, how were you able to do a DNA analysis test?" asked Tiger.

"Remember towards the end of the battle when I could've easily dodged that energy blast, but didn't?" Spider-Man asked us in which we all nodded, "Well I took that hit in order to retrieve a DNA sample for SHIELD."

"And we weren't told of this because…?" White Tiger asked.

"Didn't have time to. Dr. Conners called and asked me to do so in the midst of battle."

That made sense. We were all too wrapped up in the battle to even notice Spider-Man taking a transmission call.

"Alright, so what else were you able to figure out from the results?" Power Man asked to which Fury allowed Conners to explain.

"Well to sum everything up; as you could probably tell, the serum altered Lilith's mind, changing the way she thinks and acts. The reason why we thought Lilith was dead was because her evil personality had overtaken her for small moments before her supposed passing in which she used to 'mess', as you kids would say, with SHIELD technology into making us _think_ she was dead. None of us were aware and I highly doubt that Lilith was either."

"So sh-she never even d-died?" I managed to ask.

"Well according to the analysis report, her heart _did_ stop beating for 3 minutes…"

We all took a moment to take everything in. We finally understood what we didn't before. It may have taken some time, but we now know… Although there is one thing that no one but me knows that seemed to have slipped my mind.

"Guys," I began, "When the Rhino attacked the school, I left the battle for a short while because I thought I saw someone. It was Lilith, but she disappeared before I could really say anything to her. I'm sorry I didn't say anything about it sooner. At the time I wasn't sure if it was her and I also wasn't sure if you guys would believe me or not. And I guess with all the chaos that's going on right now… it just slipped my mind."

I expected everyone to be angry or even disappointed at me, but when I look up to face them… they weren't.

"To be honest, I probably would've done the same thing." Spider-Man said. The others agreed as well and I felt relieved that my friends weren't taking this the wrong way. "But why was Lilith at the school?" Spider-Man continued.

"I had a little chat with Doc Oc during the battle earlier. Turns out, he wanted us to know that Lilith was alive." I said.

"But why did he choose now?"

"Guess we're gonna have to find out." Power Man said.

"Dr. Conners, when will the new antidote be ready?" White Tiger asked.

"Approximately 16 hours."

"16 hours?!" Nova asked shocked, "but I thought you were only going to make a _few _adjustments."

"Yes, but those few adjustments are going to take some time. I'll start right away." Conners replied.

"By then we should have tracked down Lilith and Doc Oc again." Fury said, "So until then, I suggest you kids get some rest."

* * *

**So what'd you guys think? Btw, does anyone know when season 3 of Ultimate Spider-Man is airing in the US? Cause I have no idea!**

**Anyways, review!**


	7. The inevitable part 1

**Ok, so I finished this chapter a few days ago, but fanfiction wouldn't let me upload it. I even put this chapter on a USB so I could upload it from a different computer, but I still couldn't upload it. Ugh! I'm still having a bit of trouble so I hope things don't get too messed up…**

**Thanks for the reviews guys! Guess we'll just have to wait for a season 3 release date *sigh***

**Disclaimer: I own Lilith, but nothing else**

Chapter 7

"_Life is a difficult journey"_

"What's that noise?" Aunt May asked. The gang and I were having our weekly video game tournament; and I was winning. We were awaiting news from Dr. Conners on the antidote that was yet to be completed after the modifications needed were made. Aunt May was in the kitchen trying out a new recipe when our transmitters had unexpectedly gone off.

Luke and I almost immediately dropped our controllers.

"Uh…that must be Harry!" Peter said quickly.

Aunt May gave him a skeptical look. "But I hear that noise coming from 5 different sources."

"He's calling our cellphones!" Sam said.

"Harry must be… trying to do a 6 way call?" Ava tried to help.

"6 way call? Don't think I've ever heard of _that _before."

"It's new, Harry's just testing it out." I pitched in.

"Well we better not keep him waiting for us to answer any longer." Peter said quickly ushering us outside.

"Teenagers." We heard Aunt May mumble as she returned to the kitchen and Peter shoved us all outside to the side of the house away from windows and where anyone could possibly see us. He turned on the hose to create some noise and to hopefully block our conversation from any unwanted ears. We finally answered our transmitters.

"_What took you kids so long to answer?"_ We heard Fury say immediately upon answering.

"Sorry, we—"

"_We've tracked Doc Oc and Lilith. They plan on blowing up the nuclear power plant located 20 miles west of the city. Workers have been evacuated, but we still need you guys to stop this from happening before we lose half of the city!"_

"We're on our way, Fury." Peter said.

"_We'll arrive with the helicarrier as soon as we can to provide assistance, but until then, you 5 must do whatever you can to prevent this from happening. Fury out."_

888

The 5 of us wasted no time suiting up and getting to the power plant as fast as we could. Throughout this whole experience, everything we've seen, I still can't believe. I know that's not Lilith. I know that she's not thinking or acting like herself. But seeing her standing beside Doc Oc, seeing her work for him and just seeing her evil; breaks my heart into pieces. But I'm _going_ to bring her back no matter how high the cost. I'll make sure of it.

We were now feet from entering the grounds of the power plant. We cautiously approached knowing that an attack could happen at any moment… and we were right. As if out of nowhere, 2 mechanical arms and several green energy blasts were shot right at us. But unfortunately for our attackers, our guards were up. Their attacks were dodged followed by our quick counter attacks.

We turned to face our attackers.

"Let me guess. You 5 are going are going to try to stop my plan of blowing up the nuclear power plant." Doc Oc hissed.

"Oh gee, I wonder how you knew." Spider-Man said sarcastically.

"Enough talk. I'd rather fight." Lilith said getting into a fighting position.

"Patience, Jade." Doc Oc pulled out a remote, kind of like the one we last saw him with, and pressed a green button on the front.

Within seconds we were surrounded by what looked to be the same drones that attacked us back when Lilith first got injected with the serum 6 months ago. The drones blocked my path from Lilith and Doc Oc. They began attacking immediately—and I'm guessing over time Doc Oc was able to improve his 'toys'.

One tried to slice my head off, but I ducked, causing the drone to barely miss. I punched with my iron fist, but to my surprise it blocked my attack. Unfortunately for him, my other fist was ready and struck him to the ground. Another came up behind me, but I sensed it, doing a back flip to avoid its sudden attack and landed right behind it where I kicked its back causing it to fly forward and land on top the other. Sensing a presence behind me I swiftly turned around to find myself kicking, yet another drone, in the solar plexus, but not before another could take its place. I did a roundhouse kick followed by a punch before using that now defeated drone as a leverage to launch myself in the air to land directly behind a fifth mindless drone. Before that drone could react, my iron fist tore a hole right through it. Just as quickly as it fell, I could feel myself being electrocuted from behind and falling to the ground.

I was conscious, but weak. I still managed to see, through my blurry vision, my other teammates.

Power Man seemed to have his surrounding drones on the run. Using his strength and power he took one out in a matter of seconds and used the defeated drone as a weapon against the other surrounding ones. It did in fact look like he was winning until his 'weapon' was simultaneously knocked out of his hands and a forceful punch was delivered right in his face. He flew back and was caught and electrocuted by one of the standby drones. It was clear that a lot more power was used to electrocute Power Man than me due to his impenetrable skin.

Power Man…

White Tiger forcefully slashed her way through each drone standing in her way. One came up behind with a metal pipe and was about to hit her on her head. But White Tiger easily dodged it, allowing the metal pipe to make contact with a different drone. Judging by the defeated drones at her feet, Tiger looked undefeated. That is, until one managed to kick her legs out from under her causing Tiger to fall to the ground then be electrocuted shortly afterwards.

White Tiger…

Nova used his speed in the air. Zooming past the drones then unexpectedly striking them to the ground. "Hey! Your mother was a toaster!" he shouted to try and get the attention of a single drone. The drone he called out to turned around only to see a pulse of light blue energy bringing it to its end. At that moment, Nova made the mistake of letting his guard down to laugh at his earlier joke. Due to his mistake, a pipe managed to make contact with his head. Luckily for his helmet, it didn't crush his skull, but still knocked him unconscious.

Nova…

Spider-Man also seemed to be doing well at first. He did a bunch of swift old school gymnastics to confuse the drones and dodge their attacks. Because of this they had no idea what happened when Spider-Man used his webs to fling objects into their faces. He jumped to do a somersault in the air and extended his leg and strengthened his foot as it came in contact with a drone. One tried to sweep his legs from under him, but thankfully for his spidey sense, Spider-Man was able to jump over the drone to avoid the attack then turn around to knock the drone to the ground all before landing on his feet again. A drone was charging at him to the left, but a web was suddenly flung into its face, blockings its view. Several more came charging at him, but also received a web in their faces. Spider-Man seemed to be having fun with this and therefore wasn't able to react fast enough when he too got electrocuted from behind just as his spidey sense went off.

Spider-Man…

By that point I felt a needle in my arm and as I tried to keep my eyes open, the world in front of me went black.

**Cliffhanger! Hopefully I won't run into any issues when I try to update again.**

**Review please!**


End file.
